Terra Global (NASDAQ: NKLR) faces Nasdaq notice for late 10-K and 10-Q

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Terra Global N.V. received an expected deficiency notice from Nasdaq on May 19, 2026 because it has not filed its Form 10-Q for the quarter ended March 31, 2026 and remains delinquent on its Form 10-K for the year ended December 31, 2025. The company is therefore not in compliance with Nasdaq Listing Rule 5250(c)(1), which governs timely filing of periodic reports. The notice does not immediately affect the listing or trading of its ordinary shares on the Nasdaq Global Select Market. Terra Global has until June 15, 2026 to submit a plan to regain compliance, and Nasdaq may grant an exception extending until October 12, 2026 if the plan is accepted. The company states that it intends to regain compliance as soon as practicable.

Positive

None.

Negative

Nasdaq listing compliance at risk: Terra Global N.V. is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to missing Form 10-K for 2025 and Form 10-Q for the quarter ended March 31, 2026, creating a formal risk to its Nasdaq Global Select Market listing if not remedied.
Multiple SEC reports delinquent: Concurrent delinquency of both an annual report and a quarterly report indicates operational or reporting challenges, which can undermine transparency and increase uncertainty for shareholders until the filings are brought current.

Insights

Late SEC reports trigger Nasdaq deficiency notice and raise listing risk.

Terra Global N.V. is out of compliance with Nasdaq Listing Rule 5250(c)(1) because it has not filed its 2025 Form 10-K and its Form 10-Q for the quarter ended March 31, 2026. Nasdaq has issued a deficiency notice, a standard step when required filings are delinquent.

The notice currently has no impact on trading, but it starts a formal remediation timeline. Terra Global must submit a compliance plan by June 15, 2026, and Nasdaq may grant an exception of up to October 12, 2026 tied to the 2025 Form 10-K due date extension.

The situation is negative because prolonged reporting delays and any future failure to satisfy Nasdaq’s conditions could ultimately threaten the company’s Nasdaq Global Select Market listing. The company’s stated intention to regain compliance as soon as practicable is important, but execution will depend on completing and filing the overdue reports within the allowed timeframe.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Key Figures

Deficiency notice date: May 19, 2026 Compliance plan deadline: June 15, 2026 Possible exception end date: October 12, 2026 +2 more

5 metrics

Deficiency notice date May 19, 2026 Date Nasdaq notified Terra Global of non-compliance

Compliance plan deadline June 15, 2026 Deadline to submit plan to regain Nasdaq compliance

Possible exception end date October 12, 2026 Latest date Nasdaq may allow to regain compliance

Delinquent annual report Form 10-K for year ended December 31, 2025 Required for SEC and Nasdaq reporting compliance

Delinquent quarterly report Form 10-Q for period ended March 31, 2026 Missing filing cited in Nasdaq notice

Key Terms

Nasdaq Listing Rule 5250(c)(1), Nasdaq Global Select Market, Form 10-K, Form 10-Q, +1 more

5 terms

Nasdaq Listing Rule 5250(c)(1) regulatory

"it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file"

Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.

Nasdaq Global Select Market market

"as required for continued listing on The Nasdaq Global Select Market"

A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.

Form 10-K regulatory

"its Annual Report on Form 10-K for the fiscal year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

Form 10-Q regulatory

"its Quarterly Report on Form 10-Q for the period ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

05/22/2026 - 04:32 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

May 19, 2026

Date of Report (Date of earliest event reported)

TERRA INNOVATUM GLOBAL N.V.

(Exact Name of Registrant as Specified in its Charter)

The Netherlands	001-42901	N/A
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

Via Matteo Trenta 117, Lucca, Italy		55100 LU
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +39 0583 55797

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, par value of €0.01 per share		NKLR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 19, 2026, Terra Innovatum Global N.V. (the “Company”) received an expected deficiency letter (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”) and as a result of remaining delinquent in filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”), as required for continued listing on The Nasdaq Global Select Market.

The Notice has no immediate effect on the listing or trading of the Company's common stock on Nasdaq Global Select Market. In accordance with Nasdaq’s listing rules, the Company has until June 15, 2026, to submit a plan to regain compliance with respect to the filing requirements. If the Company submits a plan to Nasdaq and Nasdaq accepts the plan, Nasdaq can grant an exception of up to 180 calendar days from the due date of the filing of the 2025 Form 10-K (as extended pursuant to Rule 12b-25 under the Securities Act of 1933, as amended (the “Securities Act”)), or until October 12, 2026, to regain compliance.

The Company intends to regain compliance with Nasdaq’s listing rules as soon as practicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 22, 2026

	TERRA INNOVATUM GLOBAL N.V.

	By:	/s/ Alessandro Petruzzi
	Name:	Alessandro Petruzzi
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

Why did Terra Global N.V. (NKLR) receive a Nasdaq deficiency notice?

Terra Global N.V. received a Nasdaq deficiency notice because it failed to timely file its Form 10-K for the year ended December 31, 2025 and its Form 10-Q for the quarter ended March 31, 2026, violating Nasdaq Listing Rule 5250(c)(1) on timely periodic reporting.

Does the Nasdaq deficiency notice immediately affect Terra Global (NKLR) trading?

The deficiency notice has no immediate effect on the listing or trading of Terra Global N.V.’s ordinary shares on the Nasdaq Global Select Market. The company’s stock continues to trade while it works on a compliance plan and completes the late SEC reports described in the notice.

What deadlines has Terra Global N.V. (NKLR) been given to regain Nasdaq compliance?

Terra Global N.V. must submit a plan to regain compliance to Nasdaq by June 15, 2026. If Nasdaq accepts the plan, it may grant an exception of up to October 12, 2026, measured from the extended due date of the company’s 2025 Form 10-K filing.

Which SEC reports from Terra Global N.V. (NKLR) are currently delinquent?

Terra Global N.V. is delinquent on two key SEC reports: its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the period ended March 31, 2026, both required for Nasdaq continued listing compliance.

What does Terra Global N.V. say about regaining Nasdaq listing compliance?

Terra Global N.V. states that it intends to regain compliance with Nasdaq’s listing rules as soon as practicable. This will require submitting an acceptable compliance plan by June 15, 2026 and completing its overdue Form 10-K and Form 10-Q filings within the permitted timeframe.

Filing Exhibits & Attachments

3 documents